UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 01)*
Eos Petro, Inc.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
29414L102
(CUSIP Number)
Calendar Year 2015
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 29414L102 | 13G | |||
| LowCo [EOS/Petro], LLC | ||||
| 1. | NAMES OF REPORTING PERSONS | |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) o | |||
| 3. | SEC USE ONLY | |||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Wyoming Limited Liability Company |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 4,768,515* | ||
| 6. | SHARED VOTING POWER 0 | |||
| 7. | SOLE DISPOSITIVE POWER 4,768,515* | |||
| 8. | SHARED DISPOSITIVE POWER 0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,768,515* | |||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) | |||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99%* | |||
| 12. | TYPE OF REPORTING PERSON (see instructions) OO | |||
FOOTNOTES *On the date of the event which requires filing of this Statement, reporting person LowCo [EOS/Petro], LLC is the registered holder of 2,950,000 shares of common stock of the Issuer, as well as a Warrant (as defined below). In addition, pursuant to the terms of a Note (as defined below), reporting person LowCal Industries, LLC has rights to beneficially own a number of shares of Issuer’s common stock which, when added to the shares directly held by LowCo[EOS/Petro], LLC, would exceed 9.99% of Issuer’s outstanding shares of common stock. However, both the Note and Warrant contain a contractual cap of 9.99% on the amount of outstanding shares of common stock of Issuer that LowCal Industries, LLC and its affiliates (including LowCo[EOS/Petro], LLC) may own in the aggregate. At LowCal Industries, LLC’s option, upon exercise in whole or in part of the Note, any shares of Issuer’s common stock issuable as a result thereof may be registered directly in the name of LowCo [EOS/Petro], LLC instead. Thus, the number of shares of the Issuer’s common stock beneficially owned by LowCo[EOS/Petro], LLC as of the date of this filing was 4,768,515 shares, which is 9.99% of the 47,732,882 shares that were outstanding on that date (as reported in the Issuer’s Form 10-Q filed on November 17, 2014). |
| CUSIP No. 29414L102 | 13G | |||
| LowCal Industries, LLC | ||||
| 1. | NAMES OF REPORTING PERSONS | |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) o | |||
| 3. | SEC USE ONLY | |||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Wyoming Limited Liability Company |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 2,550,000 | ||
| 6. | SHARED VOTING POWER 0 | |||
| 7. | SOLE DISPOSITIVE POWER 2,550,000 | |||
| 8. | SHARED DISPOSITIVE POWER 0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,550,000 | |||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) o | |||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.07% | |||
| 12. | TYPE OF REPORTING PERSON (see instructions) OO | |||
| CUSIP No. 29414L102 | 13G | |||
| LowCo, LLC | ||||
| 1. | NAMES OF REPORTING PERSONS | |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) o | |||
| 3. | SEC USE ONLY | |||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Wyoming Limited Liability Company |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 4,768,515* | ||
| 6. | SHARED VOTING POWER 0 | |||
| 7. | SOLE DISPOSITIVE POWER 4,768,515* | |||
| 8. | SHARED DISPOSITIVE POWER 0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,768,515* | |||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) o | |||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99%* | |||
| 12. | TYPE OF REPORTING PERSON (see instructions) OO | |||
FOOTNOTES *Reporting person LowCo, LLC is the sole managing member of LowCo[EOS/Petro], LLC. On the date of the event which requires filing of this Statement, LowCo [EOS/Petro], LLC is the registered holder of 2,950,000 shares of common stock of the Issuer, as well as a Warrant (as defined below). In addition, pursuant to the terms of a Note (as defined below), reporting person LowCal Industries, LLC has rights to beneficially own a number of shares of Issuer’s common stock which, when added to the shares directly held by LowCo[EOS/Petro], LLC, would exceed 9.99% of Issuer’s outstanding shares of common stock. However, both the Note and Warrant contain a contractual cap of 9.99% on the amount of outstanding shares of common stock of Issuer that LowCal Industries, LLC and its affiliates (including LowCo[EOS/Petro], LLC) may own in the aggregate. At LowCal Industries, LLC’s option, upon exercise in whole or in part of the Note, any shares of Issuer’s common stock issuable as a result thereof may be registered directly in the name of LowCo [EOS/Petro], LLC instead. Thus, the number of shares of the Issuer’s common stock beneficially owned by LowCo, LLC as of the date of this filing was 4,768,515 shares, which is 9.99% of the 47,732,882 shares that were outstanding on that date (as reported in the Issuer’s Form 10-Q filed on November 17, 2014). |
| CUSIP No. 29414L102 | 13G | |||
Item 1.
| (a) | Name of Issuer EOS Petro, Inc. (the “Issuer”) | |
| (b) | Address of Issuer’s Principal Executive Offices 1999 Avenue of the Stars, Suite 2520, Los Angeles, California 90067 | |
Item 2.
| (a) | Name of Person Filing · LowCo [EOS/Petro], LLC (“LowCoEOS”). · LowCal Industries, LLC (“LowCal”). · LowCo, LLC (“LowCoLLC”). · Kinderlach Ltd Co, LLC (“Kinderlach”). · Shlomo Lowy (“Mr. Lowy”). Mr. Lowy is the sole managing member of LowCoLLC, which in turn acts as the sole managing member of LowCoEOS. By virtue of the managing statuses of Mr. Lowy and LowCoLLC, they each have voting and investment power over, and may each be deemed to be beneficial owners of, Common Stock (as defined below) beneficially owned by LowCoEOS. Mr. Lowy is the sole managing member of Kinderlach, which in turn acts as the sole managing member of LowCal. By virtue of the managing statuses of Mr. Lowy and Kinderlach, they each have voting and investment power over, and may each be deemed to be beneficial owners of, Common Stock (as defined below) beneficially owned by LowCal. LowCoEOS is the registered holder of 2,950,000 shares of Common Stock. On February 8, 2013, the Issuer issued a secured convertible promissory note to LowCal (the “Note”). As subsequently amended on January 13, 2015, all $5,000,000 in principal is convertible at the option of LowCal into shares of Common Stock at a per share conversion price of $2.50. On the date that the Note has been paid in full, Issuer has also promised to issue to LowCal an additional 50,000 shares of Common Stock. At LowCal’s option, upon exercise in whole or in part of the Note, any shares of Issuer’s Common Stock issuable as a result thereof may be registered directly in the name of LowCoEOS instead. On August 14, 2014, in consideration for certain amendments made to the Note, the Issuer issued to LowCoEOS a warrant (the “Warrant”) to purchase 500,000 shares of Common Stock at $4.00 per share. They shares underlying the Warrant were immediately exercisable and expire on August 14, 2017. Both the Note and the Warrant contain a contractual cap of 9.99% on the amount of outstanding shares of Common Stock that LowCal and its affiliates, including LowCoEOS, may in the aggregate beneficially own. Absent a written waiver from the Issuer, neither the Note nor the Warrant may be exercised in whole or in part if such exercise would cause LowCal and its affiliates to exceed the contractual cap. |
| (b) | Address of the Principal Office or, if none, residence The business address of each of LowCoEOS, LowCal, LowCoLLC, Kinderlach and Mr. Lowy is 6119 Greenville Ave, Suite 340, Dallas, TX 75206. | |
| (c) | Citizenship Each of LowCoEOS, LowCal, LowCoLLC and Kinderlach is a Limited Liability Company formed under the laws of the State of Wyoming . Mr. Lowy is a citizen of the United States of America. | |
| (d) | Title of Class of Securities Common Stock, par value $0.0001(the “Common Stock”) | |
| (e) | CUSIP Number 29414L102 | |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: 4,768,515 | |||
| ` | ||||
| (b) | Percent of class: 9.99% | |||
| (c) | Number of shares as to which the person has: | |||
| (i) | Sole power to vote or to direct the vote of Common Stock: 4,768,515. | |||
| (ii) | Shared power to vote or to direct the vote of Common Stock: 0. | |||
| (iii) | Sole power to dispose or to direct the disposition of Common Stock: 4,768,515. | |||
| (iv) | Shared power to dispose or to direct the disposition of Common Stock: | |||
0. | ||||
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following .
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Exhibit B.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 29414L102 | 13G | |||
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete, and correct.
| Dated: February 13, 2015 |
| LowCo [EOS/Petro], LLC |
By: /s/ Shlomo Lowy |
Name: Shlomo Lowy Its: Managing Member |
| LowCal Industries, LLC |
By: /s/ Shlomo Lowy |
Name: Kinderlach Ltd Co, LLC Its: Managing Member |
LowCo, LLC By: /s/ Shlomo Lowy Name: Shlomo Lowy Its: Managing Member Kinderlach Ltd Co, LLC |
By: /s/ Shlomo Lowy |
Name: Shlomo Lowy Its: Managing Member |
Shlomo Lowy By: /s/ Shlomo Lowy |
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Eos Petro, Inc., dated as of February 13, 2015, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
| Dated: February 13, 2015 |
| LowCo [EOS/Petro], LLC |
By: /s/ Shlomo Lowy |
Name: Shlomo Lowy Its: Managing Member |
| LowCal Industries, LLC |
By: /s/ Shlomo Lowy |
Name: Kinderlach Ltd Co, LLC Its: Managing Member |
LowCo, LLC By: /s/ Shlomo Lowy Name: Shlomo Lowy Its: Managing Member Kinderlach Ltd Co, LLC |
By: /s/ Shlomo Lowy |
Name: Shlomo Lowy Its: Managing Member |
Shlomo Lowy |
By: /s/ Shlomo Lowy |
EXHIBIT B
LowCo [EOS/Petro], LLC
LowCal Industries, LLC
LowCo, LLC
Kinderlach Ltd Co, LLC
Shlomo Lowy